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Agenda 03/11/2014 Item # 11B� EXECUTIVE SUMMARY 3/11/2014 11. B. Recommendation. to, approve Change Order #5 to Contract # 10 -5541 with Paradise Advertising and Marketing, Inc. for $1.5 million in media and production billing at a negotiated gross rate of 10% agency commission, authorize the Chairman to execute the Change Order, -and make a fmding that this expenditure promotes tourism. OBJECTIVE: Recommend approval of Change Order #5 for additional destination marketing expenditures for $1,500,000.00 with Paradise Advertising and Marketing, Inc. at a negotiated gross rate of 10% agency commission. CONSIDERATIONS: The current agreement approved by the Board of County Commissioners on March 22, 2011 with Paradise Advertising and Marketing, Inc. (attached) indicates a monthly service fee in the amount of $25,000 ($300,000 annually). This service fee is in lieu of the standard advertising agency commission of 15% on all media and production costs for regular and emergency advertising up to an aggregate of $2, 000,000 annually. The agreement further stipulates that "media or production billing for regular and emergency advertising over an aggregate of $2 million annually will be added by change order and to be billed by Paradise Advertising and Marketing, Inc. at gross, reflecting a standard advertising agency commission of 15 %." The County Commission by super majority vote approved a reallocation of the tourist development tax on April 23, 2013 (item 17D). That action increased the total allocation for destination marketing expenditures in Collier County Ordinance No. 2013 -10 to 46.719 %. That additional TDT revenue has been allocated to Fund 184 since July of 2013 and is now budgeted into the Board approved FY 14 Tourism Department budget by increasing the annual expenditures for destination marketing from $2 million to $3,500,000. The $3.5 million marketing budget expenditures were planned for and included in the FY 14 Marketing Plan that was approved by the BCC on October 22, 2013 (item 16F3). In accordance with Contract #10 -5541, a Change Order is required to spend the $1,500,000 in destination marketing dollars and to authorize Paradise Advertising to bill the additional BCC approved $1,500,000 in destination marketing expenditures to include an earned commission. Paradise Advertising and Marketing, Inc. has agreed to reduce their earned commission on that $1.5 million to 10% for the balance of FY 14. Over the four year term of our Contract # 10 -5541 with Paradise Advertising and Marketing, Inc, the BCC has approved the following Change Orders in response to unforeseen needs for additional destination marketing expenditures: • #1 on 7/26/11 for $800,000 (Item IOD); • #2 on 11/8/11 for $350,000 (Item 16F2); • #3 on 6/26/12 for $250,000 (Item 16F3); • #4 on 4/23/13 for $100,000 (Item 16F3); • Projected #5 on 3/11/14 for $1,500,000.00 Packet Page -304- 3/11/2014 1 1. B. The Tourism Department and the County Museums Department both received marketing services from Paradise Advertising & Marketing Inc. under contract 10 -5541 in FY 11 and FY 12. Over the past three fiscal years of this agreement, the Purchase Orders, Change Orders and actual expenditures history has been as follows: Fiscal Year Tourism Annual Purchase Tourism Annual Museum Annual TOTAL Order Allocation Actual Actual EXPENDITURES Expend Ex diture 2011 Two Quarters: $1,040,443 $1,840,320 $66,764 $1,907,084 Change Order 1: $800,000 2012 Base Budget: $2,300,000 $2,742,155 $17,056 $2,759,211 Change Order 2: $350,000 Change Order 3: $250,000 2013 Base Budget: $2,300,000 $2,378,988 $0 $2,378,988 Change Order 4: $100,000 2014 Base Budget: $2,300,000 TBD $0 (Projecte(l) Change Order 5:$1,500,000 Staff recommends approval of Change Order # 5 to Contract #10 -5541 for a total of $3,800,000.00 in advertising, marketing and fees for FYI 4. LEGAL CONSIDERATION: This item has been reviewed by the County Attorney's Office, requires majority vote, and is legally sufficient for Board action. — CMG ADVISORY BOARD RECOMN ENDATION: The Tourist Development Council recommended approval 8 -0 at the 1/27/14 meeting. FISCAL H*IPACT: The $1.5 million is available in the approved FY 14 Tourism Department marketing and promotion budget in Fund 184. The 10% commission is included in the $1.5 million total. RECOM WNDATION: Recommend approval of Change Order # 5 to Contract # 10 -5541 with Paradise Advertising and Marketing, Inc. for $1.5 million in media and production billing at a negotiated gross rate of 10 %, authorize the Chairman to execute the Change Order, and make a finding that this expenditure promotes tourism. PREPARED BY: Jack Wert, Tourism Director Packet Page -305- COLLIER COUNTY Board of County Commissioners Item Number: 11.11.6. 3/11/2014 1 1.B. Item Summary: Recommendation to approve Change Order #5 to Contract # 10 -5541 with Paradise Advertising and Marketing, Inc. for up to an additional $1.5 million in media and production billing at a negotiated gross rate of 10% agency commission and authorize the Chairman to execute the Change Order and make a finding that this expenditure promotes tourism. Meeting Date: 3/11/2014 Prepared By Name: GreenKelly Title: Tourist Development Tax Coordinator, Tourism 2/3/2014 10:35:55 AM 1—N. Submitted by Title: Director - Tourism, Tourism Name: Werdack 2/3/2014 10:35:56 AM Approved By Name: WertJack Title: Director - Tourism, Tourism Date: 2/3/2014 12:18:54 PM Name: Evelyn Colon Title: Purchasing - Procurement Specialist Date: 2/3/2014 12:19:04 PM Name: MarkiewiczJoanne Title: Manager - Procurement, Purchasing & General Services Date: 2/19/2014 2:20:36 PM Name: JohnsonScott Title: Procurement Specialist, Purchasing & General Services Packet Page -306- 3/11/2014 11. B. Date: 2/20/2014 9:00:00 AM Name: WardKelsey Title: Manager - Procurement, Purchasing & General Services Date: 2/20/2014 9:46:17 AM Name: GreeneColleen Title: Assistant County Attorney, CAO General Services Date: 2/27/2014 1:34:16 PM Name: KlatzkowJeff Title: County Attorney, Date: 2/27/2014 3:19:16 PM Name: FinnEd Title: Management/Budget Analyst, Senior, Transportation Engineering & Construction Management Date: 3/4/2014 11:39:12 AM Name: OchsLeo Title: County Manager, County Managers Office Date: 3/4/2014 12:40:30 PM Packet Page -307- , *i � Cd �Tcounty AdninishaM Services avisim purchasing X Contract Change Request 3/11/2014 11. B. Purchasing Department Change Modification Form ❑ Work Order Modification Contract # Change #: 5 PO/Work Order #: Project Name: 10-5541 . . ..... . 4500146958 Tourism Marketing Services Project #: n/a Project Manager: Department: Contractor/Firm Name: Dollar Amount of this Change Jack Wort Tourism Paradise Advertising and Marketing, Inc. Original Contract/Work Order Amount 4�$ ;NC,12-, 30 V Original BCC Approval Date; Item #10A Current BCC Approved Amount . . ..... . 1 change): 9/30/14 Last BCC Approval Date; Item #16F3 Current Contract/Work Order Amount !$2,, oil 0'.." 9/30/2014 SAP Contract Expiration Date (Master) Dollar Amount of this Change fl z U71, 130.43% Total Change from Original Amount Revised Contract/Work Order Total $5,300,00! 0::0 .00 39.47% Change from Current BCC Approved Amount l Cumulative Changes 0 $3,000,000-0flo 39.47% Change from Current Amount additional $1.5 million to 10%. 3. The reallocation of the tourist development tax and the increase in available destination marketing funds was not contemplated when the original agreement was made with Paradise Advertising and Marketing, Inc. in 2011. 4. If this Change Order is not approved, the Tourism Department will not be able to use the additional destination C mpletion Date Descriotionof. the Task(s) Change,.and, Rationale for the Cha 0 nge, Original completion date: Last approved completion date: Revised completion date (includes this 9/30/14 9/30/14 1 change): 9/30/14 Number of days added Each step on the contract modification checklist form has been reviewed prior to me 0 submitting for approval JW (this box must be initialed by Project Manager) Z Add new tasks) –7 Change task(s) ❑ Delete task(s) —7 Other (specify): 1. The County Commission by majority vote plus one approved a reallocation of the tourist development tax on April 23, 2013 (item 913). That action increased the allocation for destination marketing expenditures in Collier County Ordinance # 2013-10 to 43.438%. That additional TDT revenue has been budgeted into the BCC approved FY 14 Tourism Department budget by increasing the annual expenditures for destination marketing from $2 million to $3,500,000. The $3.5 million marketing budget expenditures were planned for and included in the FY 14 marketing plan that was approved by the BCC on October 22, 2013 (item 16F3). 2. In accordance with contract # 10-5541, a Change Order is required to spend the additional $1,500,000 destination marketing dollars and to authorize Paradise Advertising to bill the additional $1,500,000 to include an earned commission. Paradise Advertising and Marketing, Inc. has agreed to reduce their earned commission on that additional $1.5 million to 10%. 3. The reallocation of the tourist development tax and the increase in available destination marketing funds was not contemplated when the original agreement was made with Paradise Advertising and Marketing, Inc. in 2011. 4. If this Change Order is not approved, the Tourism Department will not be able to use the additional destination marketing dollars created by the allocation changes in the tourist development tax under Ordinance # 2013-10 as approved by the BCC in April , 2013. Without those added marketing expenditures, the Tourism Department will not be able to effectively implement their FY 14 marketing plan, and our community will realize fewer visitors resulting in lower visitor expenditures and tax revenue to Collier County. 'Type of Change l Modiitcstion ❑ 1. Planned I Elective 2. Unforeseen conditions/circumstance ❑ 3. Quantity or price adjustment ❑ 4. Correction of error(s) ❑ 5. Value added ❑ 6. Schedule adjustment Change Re Revised 5.16.12 Packet Page -308- Approved b : Date:1/1412014 Name and Title: Jack Wert, To 'sm Director Reviewed by: .' � Date: Procurement Strategist's Name: Revised 5.16.12 Packet Page -309- n CHANGE ORDER CHANGE NO.5 TO: Paradise Advertising and Marketing, Inc. 150 Second Avenue N., Suite 800 St. Petersburg. FL 33701 DATE: 3/14/13 PROJECT NAME: Tourism Marketing Services PROJECT NO.: n/a Under our AGREEMENT dated March 22, 2011 CONTRACT NO. 10 -5541 BCC Date: 3/22/2011 Agenda Item: 10B 3/11/2014 11. B. You hereby are authorized and directed to make the following change(s) in accordance with terms and conditions of the Agreement # 10 -5541: A onetime change to add $1,500,000 destination marketing expenditures for FY 14 to include paid media and production reflecting a discounted agency commission of ten percent (10 %) for Change Order #5 only. The Board approved contract rate is normally fifteen percent (15 %) pursuant to Section 3.2 Agency Fee. FOR THE Additional Sum of. One million five hundred thousand dollars $1,500.000. Original Agreement Amount $2.300.000 Sum of Previous Changes $1,500,000 ( 41 - $800,000 on 7- 26 -11, Item l OD; #2 - $350,000 on 11 -8 -11, Item 16F2; #3 - $250,000 on 6- 26 -12; Item 16173; #4 - $100,000 on 4- 23 -13, Item 16F3) This Change Order add $1,500,000 Present Agreement Amount $5,300.000 The time for completion shall be increased or decreased by n/a calendar days due to this Change Order. Accordingly, the Contract Time is now n/a calendar days. The substantial completion date is n/a and the final completion date is n/a. Your acceptance of this Change Order shall constitute a modification to our Agreement and will be performed subject to all the same terms and conditions as contained. in our Agreement indicated above, as fully as if the same were repeated in this acceptance. The adjustment, if any, to the Agreement shall constitute a full and final settlement of any and all claims of the Contractor arising out of or related to the change set forth herein, including claims for impact and delay costs. Packet Page -310- 3/11/2014 1 1. B. IN WITNESS WHEREOF, the Contractor and the County have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date(s) indicated below. ATTEST: Dwight E. Brock, Clerk CONTRACTOR: Paradise Advertising and Marketing, Inc. By: /T- Cedar Hames, President Contractor First Witness Shirley Pekarek Contractor Second Witness Kera Holzinger ?proved as to form and legality: Assistant County Attorney Accepted: 20 OWNER: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: Tom Henning, Chairman DEPARTMENT DIRECTOR By: 'j�_ Jack Wert DIVISION ADMINISTRATOR By: type name PROC MENT STRATEGIST r / By: Evelyn Colo Packet Page -311- 010 Pr Contract # 10 -5541 "TOURISM MARKETING SERVICES" 3/11/2014 11. B. THIS AGREEMENT, made and entered into on this -22day of MAC& by and between Paradise Advertising and Marketing, Inc., hereinafter called the. "Contractor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County ": W-I T N E S -S. E -T H� 1. COMMENCEMENT. The Contractor shall commence the work on April 1, 2011. The initial term of the contract shall terminate on September 30, 2012. The County* may, at its discretion and with the consent of the Contractor, extend the Agreement for two (2) additional one (1) year periods. The County shall give the Contractor written notice of . the County's intention to renew the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK: . The Contractor will .provide the following services including, but not limited to: a) Develop for approval and implementation and counsel with the County, on advertising and marketing communications to meet the .County's objectives and . budgetary limitations. b) Develop for approval and implementation, and obtain prior written approval. from the County by 'use of an Estimate or Insertion Order for all media and production projects. c) Plan and implement a strategic advertising and promotion program to include an Emergency Advertising Plan and County museum promotional publicity, creative art direction, copy writing, layout and production. d) Create an annual marketing plan prior to the start of each fiscal year outlining current situation, creative strategy, implementation schedule and measurement. e) Develop collateral. materials including brochures, newsletters, and direct mail, including creative copy, layout and production. f) Develop and implement website, Internet and social media marketing strategies and advertising. g) Maintain an office in Collier County staffed with a full-time Account Manager. h) Supply the County with monthly reports reflecting agency activity and. return on investment, such as placement and inquiry reports. i) Additional services may be added to this contract upon satisfactory negotiation of price by the Contract Mariager and Vendor. 2.1 ADVERTISING Charges for advertising placed by -the Contractor on behalf of the County will be billed to the County in accordance with the negotiated rate(s) of the specified medium or media. All charges for production, print and broadcast will be billed to the County Packet Page -312- 3/11/2014 11. B. upon receipt of all required documentation. Invoices will include. the appropriate documentation including tear sheets, approved Insertion Orders or Estimates and media or production vendor invoices: The Contractor .will prepare and send to the County pre- approved adjusted media invoices to account for insertion changes, short rates, circulation rebates and /or other estimates and adjustments. - -The County agrees to assume full financial-liability for- properly authorized insertions for advertising space and /or time placed on its behalf by the Contractor. However, the Contractor shall assume payment liability for all insertions for which the Contractor has received payment in full from the County, In the event that a publication and /or station elects not to accept the Contractor's standard- insertion order which disallows liability for unpaid media charges, the County agrees to provide the publication and /or station with written confirmation of acceptance of this liability. 2.2 MATERIALS AND SERVICES All charges for advertising . production, ' photography, on -line, -and social media production design, printing, direct mail, audiovisual production services, marketing research and museum promotional publicity will be estimated,. authorized in writing by the County and billed at,cost on a project basis. The County agrees to assume full financial liability for properly authorized services initiated on its behalf by the Contractor. County may modify, reject, cancel, or stop any and all plans, schedules, or work in progress at anytime by delivering written notice. In. this event, however, County will retain sole liability for nll commitments made by the Contractor prior to such action, and reimburse Contractor for all of Contractor's charges and expenses for work begun with County approval. 3. PAYMENT: Payment will be made upon receipt of a proper invoice and in compliance with Chapter 218, Florida Statutes, otherwise known as the "Local Government Prompt Payment Act." Collier County reserves the right to withhold and /or reduce an appropriate . amount of any payments for . work not performed or for unsatisfactory performance of Contractual requirements. 3.1 TRAVEL AND REIMBURSABLE EXPENSES Travel expenses shall be reimbursed in accordance with Collier County Resolution 2006 -40 and. F.S. 125.0104. Travel mileage reimbursement is to be paid at the current authorized rate. 2 Packet Page -313- 3/11/2014 11. B. Reimbursable items other than travel expenses shall include, but not be limited to the n following: actual telephone long- distance -charges, actual fax charges, in office photocopying charges at ten cents ($.10) per copy or actual photocopying. charges if done while traveling and actual 'postage and actual shipping charges. Reimbursables will be paid only after Contractor has provided all receipts.. Contractor shall be responsible for all other costs and expenses associated with activities and solicitations undertaken pursuant to this Agreement. 32 AGENCY FEE For regular and emergency advertising, the County agrees to pay the Contractor a fee of twenty -five thousand dollars ($25,000.00) per month based upon a total annual fee of three hundred thousand dollars.($300,000.00)'as consideration for all professional time devoted to account administration, client meetings, strategic planning, media planning, media negotiation, media placement, broadcast traffic and billing. All media and production costs for regular and emergency advertising, including but not limited to, creative and outside vendor costs up to two million-dollars ($2,000,000.00) annually will be billed to the County at net, so that the - County receives any available agency discount. Media. or production billing over two million dollars ($2,000,000.00) annually will be added by change order and will be billed at gross, reflecting a Contractor commission of fifteen percent (15%). The Contractor fee will be billed on the first day of each month beginning February 1, 2011, with a pro -rated amount back to the execution date of the contract. The museum advertising budget is currently fifty. thousand dollars ($50,000.00) and will be billed at gross, reflecting a Contractor commission of fifteen percent (15 %). All charges for advertising, production, photography, on -line production design, social media, printing, direct mail, audiovisual production services, marketing research and museum promotional activity will be estimated and authorized in writing by .the. Tourism Director or his designee and billed on a- project basis at net cost. Out of pocket expenses will be billed at net. The agency will provide emergency pro bono publicity and public relations services, up to six thousand dollars ($6,000.00) in staff time. Additionally, the agency will make publicity and public relations services over and above the emergency budget available on an as- needed basis, estimated in advance on an Estimate.Form and submitted to the Tourism. Director or his designee for prior written approval before expenses are incurred. 3.3 PROFESSIONAL FEESIHOURLY BASIS: For estimating and billing purposes, services will be billed at the rates on Exhibit A attached hereto and made a part hereof. 4. .. NOTICES. All notices from the County to the Contractor shall be deemed duly served n if delivered by hand, fax, email or the United States Postal Services Department, first class mail service, postage prepaid to the Contractor at the following Address: Packet Page -314- 3/11/2014 11. B. Cedar Hames, President Paradise Advertising & Marketing, Inc. 150 Second Avenue North # 800 St. Petersburg, FL 33701 Facsimile: 727 - 822 -3722 All Notices from the Contractor to the- County shall' be deemed duly served if delivered - = -- . •. by hand,' €ax; entail or. the United States Postal Services Department, first class mail - service, postage prepaid to the County to: Jack Wert, Director Collier County Tourism Department 2800 N. Horseshoe Drive Naples, Florida 34104 Facsimile: 239- 252 -2404 The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 5. NO PARTNERSHIP. Nothing - herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor. as an agent of the County. 6. PERMITS: LICENSES: TAXES. In compliance with Soction 218.80, F.S., all- permits necessary for the prosecution of the Work shall be obtained by the Contractor. Payment for all such permits issued by the County shall be processed internally by the County. All non - County permits necessary for the prosecution of the Work shall be procured and paid for -by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 7.• NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the contract of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to- the satisfaction of the County within twenty -four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to a Packet Page -315- 3/11/2014 11. B. continue until the violation is cured, The Contractor .further agrees not to commence operation during the suspension period until the violation has been corrected- to the satisfaction of the County. 8. OWNERSHIP OF DOCUMENTS: County shall be the owner of all documents and materials produced pursuant to this - Agreement and Paradise Advertising & Marketing, Inc. shall not receive any -additional compensation for their use. or reproduction by the County. The County shall be the owner of and be in possession of all intellectual property created or furnished-pursuant to this Agreement, including, but not limited to drawings, layouts, photography, film, video and printed documents, unless specifically exempted by the County. 9. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement immediately for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non - performance. Upon termination bf_ this Agreement, Contractor will bill the Counter for- all amounts not previously billed and due Contractor *at that time. Contractor will not be entitled to payment for any advertisement if work on it commenced after Contractor received notice of termination. Contractor will be entitled to payment for services for advertisements commenced and approved for placement by the County prior to receipt of such notice. 10. NO DISCRIMINATION. The Contractor agrees that there.-shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have ininintuin limits of $500,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This' shall include Premises and' Operations; Independent Agency's; Products and Completed Operations and Contractual Liability. B. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal -laws. Special Requirements: Collier County shall be listed as the Certificate Holder and included as. an Additional Insured on the Comprehensive -General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Agency during the duration of this Agreement. Renewal certificates shall be sent to the County thirty (10) days prior to any expiration date. Packet Page -316- 3/11/2014 11.B. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. ^ Contractor shall ensure that all sub contractors comply with the same insurance requirements that he is required to meet. The same Contractor shall provide County with certificates of insurance meeting the required insurance provisions. 12. INDEMNIFICATION. To the maximum extent permitted by Florida lawn, the Contractor shall indemnify and hold harmless Collier County, its officers and employees from any And all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Tourism Department. 14. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the attached component parts, all of which are as fully a part of the contract as if herein set out verbatim: RFP #10 -5541 "Tourism Marketing Services ", Contractor's Proposal, Insurance Certificate, Addendum and Exlubit A, Hourly Rate Fee Schedule for Non - Routine Work. 15. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. The approval of this Agreement is contingent upon a finding by the Collier County Board of County Commissions that adequate funding exists for the purposes set forth herein through approval of the annual Tourism Department budget. If Category "B" tourist tax funds become unavailable in the future, no further funding under this contract will be due to the Contractor and the County may terminate this Agreement in' accordance with section #9, "Termination". 16. COOPERATION: The Contractor shall fully cooperate with the County in all matters pertaining to this agreement and provide all information and documents as requested by the County from time to time. Failure to cooperate, as interpreted by the County, shall constitute grounds for the County to impose sanctions that do not result in termination' of this Agreement. 17. EMPLOYMENT OF CONTRACTOR PERSONNEL: During the term of this Agreement and for a period of one (1) year following its termination, the County agrees not to hire any employee (past or present) of the Contractor who worked on the County's account while employed by the Contractor. Packet Page -317- 3/11/2014 1 1. B. 18. ' AVAILABILITY OF RECORDS: The Contractor shall maintain all records, books, documents, papers and financial information pertaining to work performed under this agreement. The Contractor agrees that the County, or any of its duly authorized representatives, shall, until the expiration of five (5) years after final payment under this Agreement, have access to, and the right to examine and photocopy any pertinent books, documents, papers and records of the Contractor involving transactions related to this Agreement. 19. PROHIBITION OF ASSIGNMENT: The Contractor shall not assign, convey or transfer in whole or in part its interest in this Agreement without the prior written consent of the County. 20. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES: No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004 -05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and /or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and /or quotes; and, c. .� immediate termination of any contract held by the individual. and /or firm for cause. 21. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision- making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any Iitigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision - making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 7 Packet Page -318- 3/11/2014 11. B. 22. KEY PERSONNEMPROTECT STAFFING: The proposer's personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to insure that competent persons will be utilized in the performance of the contract. Selected firm shall assign as many people as necessary to complete the project on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the dates set forth in the Project Schedule. Firm shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and /or experience. (2) that the County is notified in writing as far in advance as possible. Firm shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. 23. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Request for Proposal and /or the Contractor's Proposal, the Contract Documents shall take precedence. In the event of any conflict between the terms of the RFP and the Contractor's Proposal, the language in the RFP would take precedence. Packet Page -319- - . 3/11/2014 11. B. IN WITNESS WHEREOF, the Contractor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. AITEST: Of C07 and _.,6��ounty Attorney DEPUTY SCOTT R.-TEACH Print Name - am 'i First Witness tType/print witness name BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: Fred W. Coyle, Chainmanu, Contractor: PARADISE ADVERTISING & MARKETING, INC. By: Signature Cedar Hames, President Typed signature and title 9 Packet Page -320- • 3/11/2014 11.B. EXHITIB "A" CONTRACT 10 -5541 - TOURISM MARKETING SERVICES RATE SCHEDULE SERVICE J POSITION CCT RATE;(HOUR NOTES Director Strategic Planning $300.00 Included in fee Brand Development Director $300.00 Included in fee Director of Account Service $250.00 Included in fee Account Supervisor $175.00 Included in fee Account Mattager $150.00 Included in fee Account Executive $125.00 Included in fee Account Coordinator $100.00 Included in fee Media Director /Planner $200.00 Included in fee Media Buyer $150.00 Included in fee Media Coordinator $100.00 Included in fee Administrative Services $50.00 Included in fee Accounting Manager $125.00 Included in fee Traffic $100.00 Included in fee Research - Iii house Director $200.00. Included in fee Research - In house Coordinator $100.00 Included in fee Creative Director $250.00 Associate Creative Director $200.00 Senior Copywriter $175.00 Copywriter $150 .00' Designer $175.00 Senior Art Director $175.00 Art Director $150.00 Broadcast Production Supervision $200.00 Production Supervisor -Print $150.00 Production Supervisor- Digitat . $175.00 10 Packet Page -321- ^, SERVICE I POSITION Production Coordinator Proofreading In -house Video Services In -house Photograph Services In house Audio Services Public Relations Director Public Relations Account Manager Public Relations Account Executive Public Relations Writer Public Relations Coordinator Director of Diversity Marketing Digital Services Director Digital Strategist /Research Digital Production Supervision Digital Coordinator Data Entry Specialist Search Engine Optimization Digital Production Developer Director of Mobile Development Social Media Marketing Director Social Media Marketing Coordinator 3/11/2014 1 1. B. CCT RATEVHOUR NOTES $100.00 $100.00 $200.00 $200.00 $200.00 $200.00 Covered under fee up to $6,000 in PR time $150.00 Covered under fee up to $6,000 in PR time $125.0D Covered under fee up to $6,000 in PR time $150.00 Covered under fee up to $6,000 In PR time $100.00 Covered under fee up to $6,000 In PR time $20D.00 $200.00 $150.00 $175.00 $125.00 $100.00 $150.00 $200.00 $250.00 $175.00 $125.00 The Agency will present written estimates for client approval for any costs being incurred. All out -of - pocket costs will be billed at net. The Agency billing invoices will include a copy of the signed estimate and all vendor invoices. Cost will not exceed the original signed estimate unless revised with written approval from the client. All cost savings will be passed on to the client. Packet Page -322- 3/11/2014 11.B. * Paradise March 4, 2010 Mr. Jack Wert Executive Director Naples Marco Island Everglades 0V8 2800 N. Horsehoe Drive Naples, FL 34104 Dear Mr. Wert, It has been the policy of Paradise Advertising and Marketing, Inc. to charge clients a 2% materials fee on creative /production jobs. This 2% fee is to cover out -of- pocket costs for paper and other art supply out -of- pocket costs. Although the Naples Marco Island CVB has never been billed or paid the 2% fee, this letter is to officially waive that cost. Please let me know if you have any additional questions. Best regards, 6f� a'41 14 Cedar Hames President, Paradise Advertising and Marketing Inc. 154 Second Ava. Munfi • Suf:e eW • St. Petsrsbvt9, FL 337p1 ;727/821.51SS • Far: (72)822.3722 xne. Parac�seAdv.ce:n Packet Page -323- t49 F:ftr A,•am.e Snu.h . Suite 213 • Maples, Ft. 34102 (2391 465.4972 Fax: (219) •16S -4973